If you as a practicing dentist are faced with buying or selling a clinic or part of a clinic, the first step is usually to negotiate and agree on the purchase price, possibly with the assistance of an accountant or lawyer.

However, there are a number of other issues that should be agreed at the same time so that there is a common understanding of the overall framework for the transfer.

This includes:

  • The time of the clinic takeover
  • The valuation of any inventory and the principles behind it
  • Statement of work in progress
  • Outstanding debtors, including allocation of risk of loss to debtors if the receivables are transferred
  • Handling any rework of the seller's work after the handover, including the extent of the seller's access to carry out such rework
  • Entry into tenancy or ownership of real estate and the principles thereof
  • Employee management
  • The scope of the transfer in general; including whether there are assets that are not to be transferred to the buyer, or ongoing agreements that the buyer does not wish to enter into
  • Patient consent management and cost allocation
  • The terms of the seller's possible employment in the clinic after the transfer
  • Any restrictions on competition for the seller
  • The breakdown of costs for drafting agreements, including who drafts which agreements
  • It is also important to determine the ownership structure, including whether a buyer should set up in the corporate tax regime or via a company

Once the terms for the transfer of a dental practice have been negotiated and the transfer agreement is agreed upon, the transfer agreement can be signed.

In the time between the signing of the transfer agreement and the transfer date, the conditions to be fulfilled are clarified, which typically include

  • The region's confirmation of the allocation of a new or affiliation to an existing provider number
  • Entering into a new or joining an existing partnership contract, ownership agreement or cooperation agreement
  • Entering into a new or joining an existing lease if the practice operates from rented premises
  • Dialogue with credit institution and/or bank if the practice owns the practice property and the purchase price is partially rectified by debt assumption

With CLEMENS, you are guaranteed an experienced advisor, so you can feel safe and calm throughout the entire process.

We also advise on the other legal and practical challenges that can arise when running or transferring a dental clinic.

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